A world of colourful surprises.
Secure the success of your business.
With legal firewalls.
L i n d e n a u L e g a l
R E C H T S A N W A L T
D R . C H R I S T O P H A . L I N D E N A U
Weißenburgstraße 58
40476 Düsseldorf
tel.: +49 211 43 63 – 9365
+49 211 24 83 – 7312
fax: +49 211 24 83 – 7313
mobil: +49 176 10 31 52 18
email: [email protected]
L i n d e n a u L e g a l
l e g a l f i r e w a l l s f o r y o u r b u s i n e s sl e g a l f i r e w a l l s f o r y o u r b u s i n e s s ..
www.lindenaulegal.de
L i n d e n a u L e g a l
C O M P R E H E N S I V E A D V I C E
in all important areas of business law under
observation of highest quality standards and at adequate
hourly rates.
I N D I V I D U A L S O L U T I O N S
instead of products off the shelf - you should not be satisfied with
anything less. Each case is different from the other. Therefore, the joint analysis of
issues as well as the design of solutions and strategies always require a tailor-
made approach.
N A T I O N A L A N D
I N T E R N A T I O N A L
know-how can be contributed by consultants and/or lawyers of advisory companies or law-
firms based in the respective country.
E X P E R I E N C E M A K E S
Y O U B E N E F I T
as client. Everyone started as a beginner. However, having an experienced partner at your
side not only gives you a good feeling but helps you saving time, money and unnecessary
complications.
C O N T R A C T S
L i n d e n a u L e g a l
A contract is a legal firewall, a kind of insuran-
ce policy, and you will most certainly not
waste any time having another look at the
document as long as everything proceeds
smoothly. But what happens if anything
comes up? In the event of any turbulences you
will be much better off with terms and
conditions which secure your position to the
largest extent possible. You should not just
rely on the templates which have already
B U S I N E S S A S U S U A L
been in use for years. Just like you continuous-
ly improve your products also the law and the
art of contract-drafting is in progress. Using
voi d cl ause s i n a cont ra ct wi l l
prejudice your position just like not having
agreed on any provisions at all. And if you are
of the opinion that the application of statutory
law will be just as fine, you should consider
that the laws do not intend to unilaterally
protect only one of the parties.
Therefore, you should take adequate measures of precaution by resorting to
Software Development Contracts … Authorized Dealer Agreements
… Service Agreements … General Sales and Delivery Conditions
… Hosting Agreements … License Agreements
… Framework Contracts with Suppliers and Customers … General
Purchase Conditions … Software Service Agreements …
Employment Contracts … Agency Agreements… Maintenance
Agreements … Lease Agreements … Consultancy Contracts
“The mere preparation of a draft is not the essence of legal counselling.“INESS
“Excessive costs in the end?“
T E R M I N A T I O N O F C O N T R A C T S
L i n d e n a u L e g a l
“To do's after signing.“ I N E S S A S U S U A L
C O N T R A C T M A N A G E M E N T
In difficult negotiations a good lawyer will be
able to come up with creative solutions which
will protect the interest of your company and
at the same time will be able to convince the
other party.
You should take it for granted that your lawyer
will do so not only in German but also in the
English language.
N E G O T I A T I O N S
A contract has its own dynamics. Certain
actions need to be taken in due time and
deadlines have to be observed.
You have to keep up with your daily business
and do not have any in-house legal department
which provides you with regular follow-ups? In
such case you should just outsource your
contract management!
A small mistake with regard to the formalities
to be observed upon termination can get quite
expensive if the term of a contract is
"accidentally" prolonged for some years.
If you want to ensure the effective termination
of a contract you should seek legal advice in
due time.
L i n d e n a u L e g a l
B U S I N E S S A S U S U A L
C O R P O R A T E H O U S E K E E P I N G
C O M P R E H E N S I V E A D I V C E
O N C O R P O R A T E L A W
Your company is getting bigger and bigger
and is no longer a stand alone company but
has been transformed into a group of compa-
nies? Do you still have everything under your
control? The preparation of shareholders'
meetings and resolutions and/or the
preparation of the meetings of the supervisory
board do not need to be time-consuming and
difficult.
Professional legal consultancy services ensure
that your corporate calendar is complete and
that drafts of resolutions will be prepared and
submitted to the board members and/or to
the shareholders in due time.
C O R P O R A T E
H E A L T H C H E C K
L i n d e n a u L e g a l
Concentrate on your business and outsource Company Secretarial Services:
Preparation of sharehodlers' resolutions … Convocation of
Shareholders' Meetings … Minutes of Meetings … Shareholders'
Resolutions … Profit and Loss Transfer Agreements …
Internal Spin-offs and Mergers … Tansfer of Shares and
Participations … Corporate Calendar
… Applications for the Registration with the
Commercial Register …
“Everything on track?“
Does the Commercial Register contain all -
but only those - entries which should be
found there and is the documentation of your
shareholders' resolutions as well as the
shareholders' l ist up to date? Why don't you
have the files of the company kept
by a professional?
It could make life much easier, in particular if
you intend to look for investors or to even sell
the entire business in the future. Well kept
corporate files are the perfect basis for the
necessary trust in your company and might be
the first - and decisive - impression a third
party will get.
L i n d e n a u L e g a l
C O N F L I C T M A N A G E M E N T
A V O I D I N G C O N F L I C T S
A N D R E S O L V I N G T H E M
Pe rturbati ons of business as usual :
Customers assert claims for alleged defects,
your company has received goods of inferior
quality from a supplier or somebody has
infringed the intellectual property rights of
your company. At all costs you should avoid
any "accidental" acknowledgement of third
party claims by an exchange of informal
correspondence or by an unmindful word
within a telephone call. Your claims vis-à-vis
your supplier might become time-barred
sooner than you think. And it should be ensu-
red that your company will not be deprived of
any potential recourse claims in case that
allegations against your company turn out to
be well-founded.
Q U I C K S C A N : L I T I G A T I O N
L i n d e n a u L e g a l
Resort to professional legal advice:
…Examination of Potential Claims … M&A Litigation
… Conflict Management … De-escalation Strategies
… Negotiation of Amicable Settlements … Alternative
Dispute Resolution … Arbitration … Litigation …
“Fighting battles on too many fronts?“
You should concentrate on the essentials:
your business.
If you wonder about the chances to succeed
you should have law suits counter-checked in
order to be sure whether or not fighting really
stil l is worthwhile.
L i n d e n a u L e g a l
F I N A N C E & C O M P L I A N C E
I F Y O U W A N T T O G E T A H E A D
L I Q U I D I T Y I S E S S E N T I A L
Sufficient liquidity is a fundamental pre-
condition for economic success. The
negotiations with banks require resources and
are frequently time-consuming and expensive.
It goes without saying that the bank will
engage only the finest law firms for the
preparation of the loan documentation.
However, it will charge the respective costs to
the customer. If no additional professional
legal advice is sought by the customer upon
the negotiation of the agreements with the
bank, things might get quite unpleasant after
signing: Provisions regarding warranties,
special obligations and covenants contained in
the initial versions of such agreements are
often rather excessive. A number of them can
be negotiated. A legal expert can show you
which clauses bear excessive risks for the
company and which provisions need to be
deleted or modified.
L i n d e n a u L e g a l
Prepare a solid foundation for the financing of your company with bank loans,
group internal financing tools or by resorting to the capital market:
… Group Financing… Bonds … Syndicated Loans
… Shareholders' Loans … Cash Pooling … Bank Loans
… Collateral Securities … Mezzanine Capital
… Debt to Equity Swaps … Refinancing
… Pool Agreements … Financial Lease … Sale-and-Lease-
Back … Subordination Agreements … Jouissance Rights
… Convertible Bonds … Silent Partnerships … Capital Increases
A D V I C E O N C O M P L I A N C E
“All clear?“
Depending on the financing tool the
implementation of new reporting and
compliance structures might be come
necessary. Of course a compliance system
should be operative according to the legal
standards also irrespective of any financing
aspects.
Have you implemented all necessary measures
yet? Make sure that all the applicable laws are
duly observed by the employees of your
company! Only if all required steps and
measures have been adhered to, the manage-
ment can be sure to avoid being in the focus of
any investigations.
L i n d e n a u L e g a l
S P E C I A L S I T U A T I O N S
O N C E I N A L I F E T I M E
No matter whether start-up, joint venture,
participation of investors, reorganization or
acquisition / sale of a business: special
si tuations can materiali ze i n many
circumstances and may offer tremendous
potential - but may also involve many risks.
Frequently it is a unique situation, both for the
company as well as for the management. If it
is "all or nothing", you should definitely rely
on an advisor for who your special
situation is day-to-day business. You will
achieve the best results if your counsel is
always in command of the situation. If the
other party has engaged well-known and
prestigious consultant companies, it becomes
even more important to conduct negotiations
professionally and to be well-prepared right
from the start. If you have never cared too
much about legal firewalls, it would now be
the right time.
L i n d e n a u L e g a l
Only with a professional and experienced expert at your side you will be able to
turn special situations into your personal success story:
…Start-up … Joint Venture Agreements … Share Deal
… Cooperation Agreements … Participation Agreements
… Shareholders‘ Agreements … Due Diligence
… Data Room Management … Option Agreements … Asset Deal
… Delisting … Financial Crisis … Succession
… Vendor Due Diligence … Restructuring … IPO …
“No matter whether it is a sale or an acquisition: an M&A transaction needs
professional attention.“IUSUAL
For all legal questions in connection with the
sale of your company you should seek the
advice of an expert, knowing very well the
expectations of the other party. Professional
support, beginning with the preparation of the
data room and ending with the closing of the
transaction will help you to stay in the driver's
seat.
The same principles apply if you intend to in-
vest in a company or even acquire it entirely.
Only if you apply the necessary care - the "due
diligence" - examining the target and identify-
ing and containing any risks by negotiating ade-
quate legal terms and conditions, will you be
able to protect yourself against any bad surpri-
ses.
M & A
If the gets tight, the management and the
shareholders should carefully evaluate any
subsequent step. There is not only the risk of
a personal liability vis-à-vis the creditors but
also of criminal prosecution! Every measure
bears potential traps. You should seek legal
advice immediately if the prognosis of the
liquidity of the company becomes critical.
Only if you get professional advice soon will
you have sufficient time to identify all
options and to make the right choice with a
clear head. With a profound restructuring
paper and an experienced counsel on your
side it will be much easier to convince banks,
customers and suppliers of your plans.
I N S O L V E N C Y
“Are you well-prepared for the storm?“
L i n d e n a u L e g a l
C O O R D I N A T I O N -
A C T I V I T I E S
S U F F I C I E N T R E S O U R C E S F O R T H E B I G C H A L L E N G E
Reorganizations, M&A transactions, joint
venture agreements or negotiations with
regard to financing often require your full
attention. However, at the same time day-to-
day business of course needs to be taken care
of. In the event of bigger projects with a
strong focus on legal issues the project
manage ment shoul d be outsourced.
The preparation of step plans, the
examination of the work results of internal or
external team members and advisors, the
observation of deadlines, the reporting to the
management and the coordination of
appointments with the Notary Public - all the-
se issues can be covered by legal project ma-
nagement.
For more than 10 years Dr. Lindenau provides legal consultancy
services to national and international clients in the area of
general contract law, distribution law, restructuring and
insolvency as well as corporate / M&A, including distressed and
real estate transactions. Amongst his clients are in particular
medium sized and/or family owned companies of all industrial
sectors.
Prior to starting his own law firm
Dr. Lindenau was partner of the law firm
cooperating with Deloitte in Germany,
Raupach & Wollert-Elmendorff, until 2008
and subsequently established a corporate /
M&A team for PricewaterhouseCoopers
Legal where e worked until 2010.
Dr. Lindenau is fluent in English and Italian
and practices as Rechtsanwalt pursuant to
the laws of the Federal Republic of
Germany. He is a member of the bar associ-
ation ("Rechtsanwaltskammer") Düsseldorf,
Freiligrathstraße 25, 40479 Düsseldorf,
www.rechtsanwaltskammer-duesseldorf.de.
L i n d e n a u L e g a l
l e g a l f i r e w a l l s f o r y o u r b u s i n e s sl e g a l f i r e w a l l s f o r y o u r b u s i n e s s ..
The applicable professional rules are in particular: BRAO - Federal Regulations for Lawyers("Bundesrechtsanwaltsordnung"), BORA - Professional Rules of the Federal
Lawyers' Chamber ("Berufsordnung für Rechtsanwälte"), FAO - Rules for Specialized Lawyers (“Fachanwaltsordnung“), RVG - Act on Lawyers' Fees
("Rechtsanwaltsvergütungsgesetz"), Berufsregeln der Rechtsanwälte der Europäischen Gemeinschaft (CCBE), EuRAG—Law Implementing the Directives of the Europe-
an Community pertaining to the professional law regulating the legal profession. The professional rules are available on the website of the federal bar association
(www.brak.de) under „Berufsrecht“ both in German and in English.
Professional liability insurance is provided by HDI-Gerling Firmen und Privat Vers. AG in 50464 Cologne. The territorial scope of the insurance coverage comprises
activities within Europe and, therefore, complies at least with the requirements as set forth in Sec. 51 BRAO.
This brochure contains photographs in pa rticula r of the fol lowin g buildings loca ted in Düsseldorf :
Titl e Pag e : Colorium , Med ienhafen Düsseldorf, A rchitect: Willi am Alsop; P. 2 bottom right : Tonh all e Düsseldorf, A rchitect : W ilhelm Kreis, R econstruction: HPP Hentrich-P etschnigg & Partn er KG;
P. 13: INN S IDE R esidenc e-Hotel, Düsseldorf, Architects: Schneid er+Schum acher . E rrors expected in spite of dilig ent rese arch.
All photographs Copyright by Dr. Christoph A . Linden au
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